Baseline Service Level Guarantee

Service Level Agreements can be long winded, jargon filled and confusing at times. While we are confident and stand 110% behind the work we do here at Symbiotic, we know it will make you, more comfortable and confident to see that we are serious about keeping your business running and empowering you to meet your objectives.

THIS BASELINE SERVICE LEVEL GUARANTEE (“Agreement” or “SLA”) shall apply to all SaaS / PaaS platforms provided by SYMBIOTIC expressly as an addendum to the Terms Of Service (“TOS”) and Contract (s)* where applicable – for each customer/client/consumer/end user/user (“USER”). SYMBIOTIC is committed to providing highly available and secure platforms to support its USERs. Providing the USER with consistent access to services is a high priority for us and is the basis for our commitment in the form of a SLA. This SLA provides certain rights and remedies to all FULLY PAID UP and COMPLIANT USERs in the event that the USER experiences service interruption as a result of failure of SYMBIOTIC infrastructure directly. The baseline service availability metric is 98.5%, measured monthly.

Term Definitions

For the purpose of this Service Level Agreement, the terms are defined as follows:

Available or Availability

When the USER whose account is active and enabled has reasonable access to the SaaS platforms as provided by SYMBIOTIC, it shall be subject to the exclusions defined in Downtime Hours below.

Total Monthly Hours

The number of days in the year, divided by 12 and multiplied by 24.

Maintenance Time

This is the time period during which any SaaS platform may not individually be available each month, so that SYMBIOTIC can perform routine maintenance to maximize performance, as is required.

Downtime Hours

The total number of hours that the USER cannot access any SaaS platforms individually. The calculation of Downtime Minutes excludes time that the USER is unable to access any SaaS platforms individually due to any of the following:

Maintenance Time

USER’s own Internet service provider

Force Majeure event

Any systemic Internet failures

Enhanced Services

Any failure in the USER’s own hardware, software or Network connection

USER’s bandwidth restrictions

USER’s acts or omissions

Anything outside of the direct control of SYMBIOTIC

Problem Response Time

The time period after SYMBIOTIC’s confirmation of the Service event, from receipt of the information required from the USER for SYMBIOTIC’s Support Team to begin resolution and open a ticket on SYMBIOTIC’s systems. Due to the wide diversity of problems that can occur, and the methods required to resolve them, problem response time IS NOT defined as the time between the receipt of a call and problem resolution. After receiving a report of fault, SYMBIOTIC shall use a reasonable method to provide USER with a progress update.

Maintenance Notices

SYMBIOTIC will communicate the date and time that SYMBIOTIC intends to make any of the SaaS platforms unavailable via the notification area below the mast head across all dashboards and via email on the account address, at least twenty-four (24) hours in advance (or earlier if practical).

The USER understands and agrees that there may be instances where SYMBIOTIC needs to interrupt services without notice in order to protect the integrity of the platforms due to security issues, regulatory requirements, audits or other unforeseen circumstances. Below are the maintenance windows and their definitions:

Emergency Maintenance

These change controls happen immediately with little notification ahead of time; however, we will post the information to your dashboards soon after or during the change.

Preventative Maintenance

These change controls are when we detect an item in the environment that we need to take action on, to avoid emergency change controls in the future. These change controls, if possible, will usually occur in low peak hours with peak being defined by our platform metrics.

Planned Maintenance

These are change control’s being done to:

Support on-going product and operational projects to ensure optimal performance

Deploy non-critical service packs or patches

Force Majeure event

Periodic redundancy testing

Where possible planned maintenance will be posted 5-days prior; however, certain circumstances may preclude us from doing so, such as an external public issuing a change control to SYMBIOTIC, e.g. Regulator requesting audit reports for forensic audit.

USER Responsibility

Minimum Requirements

The required configurations USER must have to access the SaaS platforms include:

Internet connection with adequate bandwidth

Internet Browser

An active and paid up account

Dashboard and Administration Centres

Dashboards and Administration Centers are provided to all active USERs on SYMBIOTIC SaaS platforms, therefore the USER can manage their own account and services. The USER should use discretion when granting administrative privileges to the Dashboards. For liability purposes, the support team is not permitted to access nor perform tasks via the USERs Dashboard(s).

Services enabled in the Dashboards are billable and SYMBIOTIC is unable to provide credits due to negligence in the Dashboards. SYMBIOTIC is not responsible for downtime related to negligence in the Dashboards. An example of negligence is service unavailability caused by reaching quota limits set in the Dashboards. Another example of negligence is where services are disabled / unavailable due to non payment. Please note that in the case of negligence, SYMBIOTIC may/may not restore services unless and until the cause has been addressed e.g. Payment for higher quota or additional services is received and clears in the case of cheques and wire instructions.

Service Levels

Term of the Service Level Agreement

This Service Level Agreement shall only become applicable to the SaaS platforms once the User has paid up the requisite platform and support fees where either or both are applicable. Beta, Trial and CSR accounts are not covered by this agreement.

Measurement

SYMBIOTIC uses a formula to measure service availability and the USER agrees that this formula will be the sole basis for resolution of any dispute that may arise between the USER and SYMBIOTIC regarding this Service Level Agreement.

A = (T – M – D) / (T – M) x 100%

Availability

% Credit Amount on monthly / service fee

Rebate on messaging

≥ 97 but < 98.5

5 %

1,000 credits

≥ 95 but < 96.9

7%

2,500 credits

< 94.9

10%

3,500 credits

Problem Response Time

SYMBIOTIC’s failure to meet the service level metric for problem response time for a month shall result in a service level credit calculated per incident at a credit of 20% of the monthly or service invoice, up to a maximum Service Level Credit of $250, for any of the SaaS platforms (not including setup *, activation fees * or other services provided by SYMBIOTIC) * where applicable per month or per service. The response time per incident will vary upon the degrees defined below:

Remedy and Procedure

The USER’s remedy and the procedure for obtaining the USER’s remedy in the event that SYMBIOTIC fails to meet the Service level metrics set forth above are as follows: